Stockholders

’

Equity

Common Stock

December 1, 2017,

the Company closed a public offering of common stock consisting of an aggregate of

898,402

shares of common stock at a price to the public of

$3.00

per share for aggregate offering proceeds of

$2.7

million. After deducting the offering expenses of

$327,000,

the net proceeds in the offering were

$2,368,000.

August 22, 2016,

the Company notified Boyalife Investment Inc., that it elected to convert all outstanding principal and interest accrued and otherwise payable under the Debentures, which included the conversion of

$12,500,0

of principal and

$8,250,000

of interest up to and including the maturity date of the Debentures. Upon conversion,

6,102,941

shares of common stock were issued and the Debentures and all related security interest and liens were terminated. (See Note

)

August 3, 2016,

the Company sold

600,000

shares of common stock at a price of

$4.10

per share.

The net proceeds to the Company from the sale and issuance of the shares, after deducting the offering expenses borne by the Company of

$369

,000,

were

$2,092

,000.

July 2016,

the Compensation Committee of the Board of Directors granted

118,288

shares of fully vested common stock to employees in partial payment of amounts earned under the Company

’s

2016

short term incentive plan. The election was made by some of the employees to satisfy the applicable federal income tax withholding obligation by a net share settlement, pursuant to which the Company withheld

46,879

shares and used the deemed proceeds from those shares to pay the income tax withholding.

Warrants

A summary of warrant activity is as follows:

	Six Month s Ended December 31,				Years Ended June 30,
	2017				2017				2016
	Number of Shares		Weighted- Average Exercise Price Per hare		Number of Shares		Weighted- Average Exercise Price Per Share		Number of Shares			Weighted- Average Exercise Price Per Share
Beginning balance		4,828,723	$	9.37		4,828,723	$	9.37		252,620		$	44.18
Warrants granted		--				--				5,238,971		$	9.83
Warrants exercised (cashless)		--				--				(51,712	)	$	13.60
Warrants expired/canceled		--				--				(611,156	)	$	17.21
Outst anding		4,828,723	$	9.37		4,828,723	$	9.37		4,828,723		$	9.37
Exercisable		4,130,194	$	9.60		4,130,194	$	9.60		600,782		$	19.02

Equity Plans and Agreements

The Company recorded stock-base

d compensation of

$290,000

for the

six

months ended

December 31, 2017

and

$1,461,000

and

$742,000

for the years ended

June 30, 2017

and

2016.

May 5, 2017,

the stockholders approved the Amend

2016

Equity Incentive Plan (Amended

2016

Plan) under which up to

600,000

may

be issued pursuant to grants of shares, options, or other forms of incentive compensation. On

November 13, 2017,

the Board approved and adopted an amendment (the “Plan Amendment”) to the Amended

2016

Plan to increase the number of shares that

may

be issued to

1,325,000

shares. The Plan Amendment will be null and void if

not

approved by the Company’s stockholders prior to

November 13, 2018.

As of

December 31, 2017,

202,604

awards were available for issuance under the Amended

2016

Plan.

The

012

Independent Director Plan (

2012

Plan) permits the grant of stock or options to independent directors. A total of

25,000

shares were approved by the stockholders for issuance under the

2012

Plan. Options are granted at prices that are equal to

100%

of the fair market value on the date of grant, and expire over a term

not

to exceed

ten

years. Options generally vest in monthly increments over

one

year, unless otherwise determined by the Board of Directors. As of

December 31, 2017,

there were

2,444

shares available for issuance.

2006

Equity Incentive Plan (

2006

Plan) permitted the grant of options, restricted stock units, stock bonuses and stock appreciation rights to employees, directors and consultants. The

2006

Plan, but

not

the awards granted thereunder, expired in

2016.

As of

December 31, 2017,

81,823

option and restricted stock unit awards remained outstanding.

December 29, 2017,

the Board of Directors of ThermoGenesis Corp adopted the ThermoGenesis Corp.

2017

Equity Incentive Plan (the “ThermoGenesis Plan”) and on the same day granted options to purchase an aggregate of

280,000

shares of ThermoGenesis common stock to

employees, directors, consultants, and advisors of ThermoGenesis. The ThermoGenesis Plan was unanimously approved by the ThermoGenesis stockholders (including the Company) on

December 29, 2017.

The ThermoGenesis Plan authorizes the issuance of up to

1,000,000

shares of ThermoGenesis common stock. There are

720,000

shares available for issuance as of

December 31, 2017.

December 29, 2017,

the CEO was granted

300,000

options to purchase shares of the Company

’s common stock at an exercise price of

$3.00

per share, the closing price on the date of grant. The option vests in

five

equal installments on

December 31, 2018,

2019,

2020,

2021

and

2022.

Under the terms of the award agreement,

portion of the option

may

be exercised unless and until the stockholders of the Company approve the Plan Amendment to the Amended

2016

Plan by

November 13, 2018.

Effective

November 13, 2017,

the Company entered into an amendment to the COO

’s employment agreement by replacing a provision for the annual grant of

25,000

shares of restricted stock and

25,000

options with a single grant of an incentive stock option to purchase up to

250,000

shares of the Company’s common stock. The options, granted on

December 29, 2017,

have an exercise price of

$3.00,

the closing price on the date of grant. The option vests in

five

equal annual installments on

December 29, 2018,

2019,

2020,

2021

and

2022

and has a

ten

-year life. Under the terms of the award agreement,

portion of the option

may

be exercised unless and until the stockholders of the Company approve the Plan Amendment to the Amended

2016

Plan by

November 13, 2018.

July 7, 2016,

the Compensation Committee also adopted a short term incentive program under which cash awards and shares of common stock

may

be granted to employees of the Company (the “Short Term Program”).

The aggregate amount of the cash awards issuable pursuant to the Short Term Plan is approximately

$276,000.

Up to

104,000

shares of common stock from the Company’s

2006

Plan, subject to vesting, are issuable pursuant to the Short Term Program. On

July 26, 2016,

98,417

shares and

$266,000

of cash awards were granted under the Short Term Program. The cash awards granted pursuant to the Short Term Program were payable and the shares of common stock issued pursuant to the Short Term Program fully vested on

July 1, 2017,

provided, that such award recipients were employed by the Company as of

July 1, 2017

or immediately if terminated without cause. Three of the

eight

employees were terminated without cause during the year ended

June 30, 2017,

as such,

51,636

shares vested. The remaining

46,781

shares vested on

July 1, 2017.

Upon the termination of the employment of the Company

’s CEO in

November 2016

and Chief Financial Officer (CFO) in

March 2017,

in accordance with their employment agreements, all outstanding options and restricted stock unit awards immediately vested. As a result, the Company recognized (i)

$539,000

of stock compensation expense in general and administrative for the quarter ended

December 31, 2016,

as the vesting accelerated on the CEO’s options to purchase

72,496

shares of common stock and

79,720

restricted stock unit awards, and (ii)

$94,000

of stock compensation expense in general and administrative for the quarter ended

March 31, 2017

as the vesting accelerated on the CFO’s options to purchase

16,248

shares of common stock and

15,914

restricted stock unit awards. Additionally, the terms of the options were modified upon the executives’ termination such that the options were deemed to be exercisable for longer than

days from the date of termination. There was

incremental compensation cost recorded for this modification as the fair-value-based measure of the modified award on the date of modification was less than the fair-value-based measure of the original award immediately before the modification.

Stock Options

The Company issues new shares of common stock upon exercise of stock options.

The following is a summary of option activity for the Company’s stock option plans:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at July 1, 2017		397,388		$	5.81

Granted		795,000		$	3.02
Forfeited/cancelled		(28,589	)	$	3.50
Expired		(2,439	)	$	27.04
Exercised		(5,333	)	$	2.86
Outstanding at December 31, 2017		1,156,027		$	3.92		8.5	$	26,000
Vested and Expected to Vest at December 31, 2017		629,215		$	4.67		7.3	$	25,000
Exercisable at December 31, 2017		320,319		$	6.18		5.4	$	22,000

The aggregat

e intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. During the

six

months ended

December 31, 2017,

the aggregate intrinsic value of options exercised was

$8,000

determined as of the date of option exercise. There were

options that were exercised during the years ended

June 30, 2017

and

2016.

July 7, 2016,

the Compensation Committee of the Board of Directors granted options to purchase a total of

6,100

common shares to various employees under the

2016

Plan. The options have an exercise price of

$2.86,

the closing price on the date of grant, vest ratably every

six

months over a

three

year period, and have a

seven

year life.

Non-vested stock option activity for the

six

months ended

December 31, 2017,

is as follows:

	Non-vested Stock Options			Weighted-Average Grant Date Fair Value
Outstanding at July 1, 2017		155,316		$	2.39
Granted		795,000		$	2.36
Vested		(89,133	)	$	2.35
Forfeited		(25,475	)	$	2.33
Outstanding at December 31, 2017		835,708		$	2.37

The fair value of the Company

’s stock options granted for the

six

months ended

December 31, 2017

and the years ended

June 30, 2017

and

2016

was estimated using the following weighted-average assumptions:

	Six Month s Ended December 31,			Years Ended June 30,
	2017			2017			2016
Expected life (years)		6			4			5
Risk-free interest rate		2.3	%		1.3	%		1.5	%
Expected volatility		95	%		102	%		80	%
Dividend yield		0	%		0	%		0	%

The weighted average grant date fair value of options granted during the

six

months ended

December 31, 2017

and the years ended

June 30, 2017

and

2016

was

$2.36,

$2.16

and

$5.75,

respectively.

December 31, 2017,

the total compensation cost related to options granted under the Company’s stock option plans but

not

yet recognized was

$714,000.

This cost will be amortized on a straight-line basis over a weighted-average period of approximately

four

years and will be adjusted for subsequent changes in estimated forfeitures. The total fair value of options vested during the

six

months ended

December 31, 2017

and the years ended

June 30, 2017

and

2016

was

$209,000,

$572,000

and

$354,000,

respectively.

Common Stock Restricted Awards

The following is a summary of restricted stock

unit activity:

	Six Months Ended December 31,					Years Ended June 30,
	2017					2017					2016
	Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Balance at beginning of period		59,694		$	4.62		63,566		$	14.96		72,589		$	22.40
Granted		10,000		$	3.26		123,417		$	4.55		10,000		$	2.98
Vested		(69,278	)	$	4.35		(125,513	)	$	9.47		(6,120	)	$	28.94
Forfeited		--					(1,776	)	$	27.05		(12,903	)	$	41.15
Outstanding at end of period		416		$	17.60		59,694		$	4.62		63,566		$	14.96

In connection with the vesting of the restricted stock

unit awards, the election was made by some of the employees to satisfy the applicable federal income tax withholding obligation by a net share settlement, pursuant to which the Company withheld

16,456

shares for the

six

months ended

December 31, 2017

and

145

and

1,300

shares for the years ended

June 30, 2017

and

2016,

and used the deemed proceeds from those shares to pay the income tax withholding.

As of

December 31, 2017,

the Company had

$2,000

in total unrecognized compensation expense related to the Company’s restricted stock unit awards, which will be recognized over a weighted average period of approximately

four

months.